Groupon Files 8-K: Agreements, Obligations, Equity Sales

TL;DR

Groupon's 8-K shows new deals, debt, and stock sales - watch closely.

AI Summary

On November 19, 2024, Groupon, Inc. filed an 8-K report detailing several key events. These include entering into a material definitive agreement, creating a direct financial obligation, and unregistered sales of equity securities. The filing also covers financial statements and exhibits.

Why It Matters

This filing indicates significant financial and contractual activities for Groupon, Inc., which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, financial obligations, and equity sales, suggesting potentially significant changes for the company.

Key Numbers

• 1-35335 — Commission File Number (SEC filing identifier for Groupon, Inc.)
• 27-0903295 — I.R.S. Employer Identification No. (Groupon's tax identification number)

Key Players & Entities

• Groupon, Inc. (company) — Registrant
• November 19, 2024 (date) — Date of earliest event reported
• 35 West Wacker Drive (location) — Principal executive offices address
• Chicago, Illinois (location) — Principal executive offices city and state
• 60601 (location) — Principal executive offices zip code

FAQ

Key Financial Figures

• $0.0001 — ich registered Common stock, par value $0.0001 per share GRPN NASDAQ Global Select Mar
• $197,260,00 — 24, Groupon Inc. (the "Company") issued $197,260,00 aggregate principal amount of its 6.25%
• $176,260,000 — "Collateral Agent"), consisting of (i) $176,260,000 aggregate principal amount of 2027 Note
• $21.0 million — collectively, the "Exchange") and (ii) $21.0 million aggregate principal amount of 2027 Note
• $20.0 million — Notes issued for gross cash proceeds of $20.0 million (representing an issue price of 95%) (t
• $1,000 — hares of the Company's common stock per $1,000 principal amount of 2027 Notes (equival
• $30.00 — itial conversion price of approximately $30.00 per share), subject to customary adjust
• $35.0 million — btedness for borrowed money of at least $35.0 million; (vi) a final judgment for payment of a

Filing Documents

• grpn-20241119.htm (8-K) — 50KB
• exhibit41-projectgammaxind.htm (EX-4.1) — 1326KB
• exhibit101-projectgammaxpl.htm (EX-10.1) — 262KB
• image_0a.jpg (GRAPHIC) — 2KB
• image_10a.jpg (GRAPHIC) — 1KB
• image_11a.jpg (GRAPHIC) — 1KB
• image_1a.jpg (GRAPHIC) — 2KB
• image_2a.jpg (GRAPHIC) — 2KB
• image_4a.jpg (GRAPHIC) — 2KB
• image_6a.jpg (GRAPHIC) — 2KB
• image_8a.jpg (GRAPHIC) — 3KB
• image_9.jpg (GRAPHIC) — 1KB
• 0001490281-24-000131.txt ( ) — 2039KB
• grpn-20241119.xsd (EX-101.SCH) — 2KB
• grpn-20241119_lab.xml (EX-101.LAB) — 22KB
• grpn-20241119_pre.xml (EX-101.PRE) — 13KB
• grpn-20241119_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Indenture and Convertible Senior Secured Notes due 2027 On November 19, 2024, Groupon Inc. (the "Company") issued $197,260,00 aggregate principal amount of its 6.25% Convertible Senior Secured Notes due 2027 (the "2027 Notes"), pursuant to an indenture, dated as of November 19, 2024 (the "2027 Notes Indenture"), among the Company, the guarantors named therein and U.S. Bank National Association, as trustee (in such capacity, the "Trustee") and as collateral agent (in such capacity, the "Collateral Agent"), consisting of (i) $176,260,000 aggregate principal amount of 2027 Notes issued in exchange for $176,260,000 aggregate principal amount of the Company's outstanding 1.125% Convertible Senior Notes due 2026 (the "2026 Notes") with a limited number of existing holders of the 2026 Notes who are either "institutional accredited investors" (within the meaning of Rule 501(a)(1), (2), (3) or (7) promulgated under the Securities Act of 1933, as amended (the "Securities Act")) and/or "qualified institutional buyers" (as defined in Rule 144A under the Securities Act) (such existing holders, the "Exchange Participants" and such exchange transactions, collectively, the "Exchange") and (ii) $21.0 million aggregate principal amount of 2027 Notes issued for gross cash proceeds of $20.0 million (representing an issue price of 95%) (the "Subscription" and, together with the Exchange, the "Transactions"). As previously disclosed, the Exchange and Subscription were effected pursuant to privately-negotiated agreements (the "Subscription Agreements" and, together with the Exchange Agreements, the "Agreements") with certain qualified investors who are institutional accredited investors and/or qualified institutional buyers (the "Purchasers"). The 2027 Notes were issued to the Exchange Participants in the Exchange and to the Purchasers in the Subscription in private placements in reliance on the exemption from registration provi

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information set forth in Item 1.01 above is incorporated by reference into this Item 3.02.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits . Exhibit Number Description 4.1 Indenture, dated as of November 19, 2024, between Groupon, Inc. and U.S. Bank National Association, as trustee 4.2 Form of 6.25% Convertible Senior Note due 2027 (included in Exhibit 4.1) 10.1 Security Agreement, dated as of November 19, 2024, among Groupon, Inc., the Guarantors that may from time to time b e a party thereto and U.S. Bank National Association, as collateral agent 104 Cover Page Interactive Data File (embedded as Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. GROUPON, INC. Date: November 19, 2024 By: /s/ Jiri Ponrt Name: Jiri Ponrt Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR